UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
10-KSB/A


(Amendment No. 2)




Annual
Report Pursuant to Section 13 or 15(d) of


Securities
Exchange Act of 1934




Commission
      FileFor the fiscal year
      ended  December 31,
      2007
              Number  0-12210




PRESIDENTIAL
      ASSOCIATES I LIMITED PARTNERSHIP(Exact
      name of small business issuer as specified in its
      charter)






Maryland
            
            04-2801764(State of
      organization)
            
            (IRS Employer
      Identification No.)






1280
      Massachusetts Avenue, Cambridge, Massachusetts
              
              02138(Address of
      principal executive offices)
              
              (Zip  Code)
   Issuer’s telephone
      number including area code:
                  
                  (617)
      876-4800
 Securities
registered pursuant to Section 12(b) of the Act:     
None





Securities
registered pursuant to Section 12(g) of the Act:





Units of
Limited Partnership Interest


(Title of
Class)




Check
whether the issuer is not required to file reports pursuant to Sections 13 or
15(d) of the Exchange Act o





Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.   Yes x   No o





Check if
there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B contained in this form, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  o




Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)    Yes o   
No x





Issuer’s
revenues for its most recent fiscal year were $0.





No public
trading market exists for units of the limited partnership interest of the
Partnership, and, therefore, no aggregate market value can be computed and 590
units of limited partnership interest were outstanding as of April 14,
2008.





DOCUMENTS
INCORPORATED BY REFERENCE





None








EXPLANATORY
NOTE
  We are
filing this Amendment No. 2 on Form 10-KSB/A for the year ended December 31,
2007 to further amend our Form 10-KSB originally filed with the U. S. Securities
and Exchange Commission on April 14, 2008, as amended by form 10-KSB/A filed on
April 15, 2008.  We are filing this amendment for the purpose of
providing corrected information concerning our Controls and Procedures under
Item 8A and to correct certifications filed as Exhibits 31.1 and 31.2 which
inadvertently omitted the portion of the language in the introduction to the
fourth paragraph and in paragraph 4(b) relating to internal control over
financial reporting.
 
 There are
no other changes to the original Form 10-KSB, as previously amended, other than
those outlined in this document.  This form 10-KSB/A does not reflect
events occurring after the filing of the original 10-KSB, nor does it modify or
update the disclosures therein in any way other than as required to reflect the
amendment set forth below.
















































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Item8A(T).
            Controls and
      Procedures





Disclosure
controls





As of the
end of the period covered by this annual report on Form 10-KSB, an evaluation
was carried out under the supervision and with the participation of the General
Partner’s management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the Registrant’s disclosure controls and
procedures (as such term is defined in Rule 13a-15 (e) under the Securities
Exchange Act of 1934).  Based on that evaluation, the General
Partner’s Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Registrant’s disclosure controls and
procedures were effective as of the end of the period covered by this
report.





Internal
controls





Management’s
Report On Internal Control Over Financial Reporting





Internal
control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934 as a process designed by,
or under the supervision of, the issuer’s principal executive and principal
financial officers and effected by the issuer’s General Partner, its management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:





- Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the
issuer;





- Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of the issuer are being
made only in accordance with authorizations of management and the General
Partner of the issuer; and





-
Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the issuer’s assets that could
have a material effect on the financial statements.





As of the
end of the period covered by this annual report on Form 10-KSB, an evaluation
was carried out under the supervision and with the participation of the General
Partner’s management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the Registrant’s internal controls over
financial reporting.





Management
assessed the effectiveness of the Registrant ’s internal control over financial
reporting as of December 31, 2007.  In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework.





3


Based on
that evaluation, the General Partner’s Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of such period, the
Registrant’s disclosure controls and procedures were effective as of the end of
the period covered by this report.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.  All internal control systems,
no matter how well designed, have inherent limitations.  Therefore,
even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and
presentation.  Because of the inherent limitations of internal
control, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial
reporting process.  Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.





This
annual report does not include an attestation report of the Registrant’s
registered public accounting firm regarding internal control over financial
reporting.  Management’s report wasnot subject
to attestation by the Registrant’s registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permitthe
Registrant to provide only management’s report in this annual
report.





Changes
in internal controls over financial reporting:





There was
no change in our internal controls over financial reporting that occurred during
the Registrant’s fourth fiscal quarter of the fiscal year covered by this
report, that has materially affected, or is reasonably likely to materially
affect, our internal controls over financial reporting.
























4


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Partnership has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




PRESIDENTIAL ASSOCIATES I LIMITED PARTNERSHIPBy:
                Winthrop
      Financial Co., Inc.,Managing
      General Partner
 By:
                  /s/ Eggert
      DagbjartssonEggert
      DagbjartssonChief
      Executive Officer and PresidentDate:  July
      31, 2008
 
  
 Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Partnership and in the capacities and on the
dates indicated.
   Signature/Name
                
                Title
                
                Date/s/
      Eggert Dagbjartsson
                
                President,
      Chief Executive Officer
                
                July
      31, 2008Eggert
      Dagbjartsson
                
                and
      Director/s/
      Andrew Prague
                
                Chief
      Financial Officer
                
                July
      31, 2008Andrew
      Prague













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EXHIBIT
INDEX









Exhibit
No.




31.1
      and
            Certifications
      Pursuant to Section 302 of the Sarbanes-Oxley Act of
  200231.232
            Certification
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002














































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